Common use of TERM BY THE COMPANY Clause in Contracts

TERM BY THE COMPANY. If Executive's employment and the Employment Term are terminated (i) by the Executive for Good Reason, (ii) by the Company without Cause (and other than for Disability or pursuant to Section 7(a)(vi)) or (iii) Executive's employment with the Company terminates as a result of the Company giving notice of nonextension of the Employment Term pursuant to Section 1 hereof, Executive shall be entitled to receive the Accrued Amounts, and shall, subject to Sections 9(b), 9(c) and 10 hereof, be entitled to receive, (A) equal monthly payments of an amount equal to his then monthly rate of Base Salary, but off the employee payroll, for a period of twelve (12) months following the date of his termination; provided that if such termination occurs within two (2) years after a Change in Control, in lieu of the foregoing, Executive shall receive in a lump sum within five (5) days after compliance with such Section 9(b), an amount equal to (i) two (2) times Base Salary and (ii) two (2) times the Target Bonus; (B) any other amounts or benefits owing to Executive under the then applicable employee benefit, long term incentive or equity plans and programs of the Company which shall be paid in accordance with such plans and programs; provided that, if such termination occurs within two (2) years after a Change in Control, Executive shall in any event receive any earned or declared annual bonus for any complete fiscal year which has not then been paid; (C) if such termination is within two (2) years after a Change in Control, two (2) years of additional service and compensation credit (at the compensation level in the fiscal year ending immediately prior to the Change in Control) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (D) if such termination is within two (2) years after a Change in Control, two (2) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) under any type of qualified or nonqualified 401(k) plan; (E) if such termination is prior to, or after two (2) years following, a Change in Control, payment of Executive's and his dependents' COBRA coverage premiums to the extent, and so long as, they remain eligible for COBRA coverage for up to one (1) year; and (F) if such termination is within two (2) years after a Change in Control, payment by the Company of the premiums for Executive and his dependents' health coverage for two (2) years under the Company's health plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above may at the discretion of the Company be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his dependents, or by covering Executive and his dependents under substitute arrangements.

TERM BY THE COMPANY. If Executive's employment and the Employment Term are terminated (i) by the Executive for Good Reason, (ii) by the Company without Cause (and other than for Disability or pursuant to Section 7(a)(vi)) or (iii) Executive's employment with the Company terminates as a result of the Company giving notice of nonextension of the Employment Term pursuant to Section 1 hereof, Executive shall be entitled to receive the Accrued Amounts, and shall, subject to Sections 9(b), 9(c) and 10 hereof, be entitled to receive, (A) equal monthly payments of an amount equal to his then monthly rate of Base Salary, but off the employee payroll, for a period of twelve (12) months following the date of his termination; provided that if such termination occurs within two (2) years after a Change in Control, in lieu of the foregoing, Executive shall receive in a lump sum within five (5) days after compliance with such Section 9(b), an amount equal to (i) two (2) times Executive's Base Salary and (ii) two (2) times the Target Bonus; (B) any other amounts or benefits owing to Executive under the then applicable employee benefit, long term incentive or equity plans and programs of the Company which shall be paid in accordance with such plans and programs; provided that, if such termination occurs within two (2) years after a Change in Control, Executive shall in any event receive any accrued balance in any long term or equity compensation program and any earned or declared annual bonus for any complete fiscal year which has not then been paid; (C) if such termination is within two (2) years after a Change in Control, two one (21) years year of additional service and compensation credit (at the compensation level in the fiscal year ending immediately prior to the Change in Control) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (D) if such termination is within two (2) years after a Change in Control, two one (21) years year of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) under any type of qualified or nonqualified 401(k) plan; (E) if such termination is prior to, or after two (2) years following, a Change in Control, payment of Executive's and his dependents' COBRA coverage premiums to the extent, and so long as, they remain eligible for COBRA coverage for up to one (1) year; and (F) if such termination is within two (2) years after a Change in Control, payment by the Company of the premiums and costs for Executive and his dependents' health coverage for two one (21) years year under the Company's health life and welfare plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above may at the discretion of the Company be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his dependents, or by covering Executive and his dependents under substitute arrangements.

TERM BY THE COMPANY. If Executive's employment and the Employment Term are terminated (i) by the Executive for Good Reason, (ii) by the Company without Cause (and other than for Disability or pursuant to Section 7(a)(vi)) or (iii) Executive's employment with the Company terminates as a result of the Company giving notice of nonextension of the Employment Term pursuant to Section 1 hereof, Executive shall be entitled to receive the Accrued Amounts, and shall, subject to Sections 9(b), 9(c) and 10 hereof, be entitled to receive, (A) equal monthly payments of an amount equal to his then monthly rate of Base Salary, but off the employee payroll, for a period of twelve (12) months following the date of his terminationtermination and the product of (x) the Target Bonus multiplied by (y) a fraction, the numerator of which is the number of days of the fiscal year during which the Executive was employed by the Company in which termination occurs and the denominator of which is 365, which bonus shall be paid when bonuses are usually paid in accordance with the Company's past practice or when such bonuses are paid to other senior executives, if earlier; provided that if such termination occurs within two (2) years after a Change in Control, in lieu of the foregoing, Executive shall receive in a lump sum within five (5) days after compliance with such Section 9(b), an amount equal to (i) two (2) times Executive's Base Salary and (ii) two (2) times the Target Bonus; (B) any other amounts or benefits owing to Executive under the then applicable employee benefit, long term incentive or equity plans and programs of the Company which shall be paid in accordance with such plans and programs; provided that, if such termination occurs within two (2) years after a Change in Control, Executive shall in any event receive any accrued balance in any long term or equity compensation program and any earned or declared annual bonus for any complete fiscal year which has not then been paid; (C) if such termination is within two (2) years after a Change in Control, two one (21) years year of additional service and compensation credit (at the compensation level in the fiscal year ending immediately prior to the Change in Control) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (D) if such termination is within two (2) years after a Change in Control, two one (21) years year of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) under any type of qualified or nonqualified 401(k) plan; (E) if such termination is prior to, or after two (2) years following, a Change in Control, payment of Executive's and his dependents' COBRA coverage premiums to the extent, and so long as, they remain eligible for COBRA coverage for up to one (1) year; and (F) if such termination is within two (2) years after a Change in Control, payment by the Company of the premiums and costs for Executive and his dependents' health coverage for two one (21) years year under the Company's health life and welfare plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above may at the discretion of the Company be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his dependents, or by covering Executive and his dependents under substitute arrangements.

TERM BY THE COMPANY. If Executive's employment and the Employment Term are terminated (i) by the Executive for Good Reason, (ii) by the Company without Cause (and other than for Disability or pursuant to Section 7(a)(vi)) or (iii) Executive's employment with the Company terminates as a result of the Company giving notice of nonextension of the Employment Term pursuant to Section 1 hereof, Executive shall be entitled to receive the Accrued Amounts, any unpaid Signing Bonus and shall, subject to Sections 9(b), 9(c) and 10 hereof, be entitled to receive, (A) equal monthly payments of an amount equal to his then monthly rate of Base Salary, but off the employee payroll, for a period of twelve (12) months following the date of his termination; provided that if such termination occurs within two (2) years after a Change in Control, in lieu of the foregoing, Executive shall receive in a lump sum within five (5) days after compliance with such Section 9(b), an amount equal to (i) two (2) times Base Salary and (ii) two (2) times the Target Bonus; (B) any other amounts or benefits owing to Executive under the then applicable employee benefit, long term incentive or equity plans and programs of the Company which shall be paid in accordance with such plans and programs; provided that, if such termination occurs within two (2) years after a Change in Control, Executive shall in any event receive any earned or declared annual bonus for any complete fiscal year which has not then been paid; (C) if such termination is within two (2) years after a Change in Control, two (2) years of additional service and compensation credit (at the compensation level in the fiscal year ending immediately prior to the Change in Control) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (D) if such termination is within two (2) years after a Change in Control, two (2) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) under any type of qualified or nonqualified 401(k) plan; (E) if such termination is prior to, or after two (2) years following, a Change in Control, payment of Executive's and his dependents' COBRA coverage premiums to the extent, and so long as, they remain eligible for COBRA coverage for up to one (1) year; and (F) if such termination is within two (2) years after a Change in Control, payment by the Company of the premiums for Executive and his dependents' health coverage for two (2) years under the Company's health plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above may at the discretion of the Company be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his dependents, or by covering Executive and his dependents under substitute arrangements.